16.        **INDEPENDENT
CONTRACTOR**.  Nothing herein shall in any way create any association, partnership or joint venture relationship between the parties or be construed to evidence the intention of the parties to constitute
such. Lessor and Lessee shall be considered independent contractors under this Agreement. All persons engaged by Lessee in connection with the Lease Operations and in performance of its obligations under this Agreement shall at all times and for all
purposes be considered Lessee’s employees or agents, and Lessee shall be solely responsible for payment of all federal, state, and other applicable government, social security, social insurance, unemployment and sickness disability insurance
and other payroll taxes with respect such respective party’s employees, including contributions from them when and as required by law. Lessee agrees to indemnify and save Lessor harmless from any and all claims that may be made by Lessee’s
employees under workers compensation laws in relation to the Lease Operations and in Lessee’s performance of Lessee’s obligations under this Agreement. 

 17.        **ASSIGNMENT**.  Neither Lessee nor Lessor shall assign this Agreement or any rights hereunder at any
time without the other party’s prior written consent; *provided, however,* with notice to Lessee, Lessor may assign its rights hereunder to Bank in connection with the Aircraft Mortgage. 

 18.        **AMENDMENTS AND
WAIVERS**.  No term or provision of this Agreement may be amended, modified, waived, discharged or terminated orally, but only by a written instrument signed by the party against which enforcement of such
amendment, modification, waiver, discharge or termination is sought. No delay or failure by either party to exercise any right under this Agreement shall constitute a 


  


11.